This Referral Agreement (the "Agreement") is made and entered into on DATE (the "Effective Date"), by and between Talent Sam LLC, a company incorporated under the laws of the State of Delaware, with its registered office at 7494 Trailwind Drive, Cincinnati, Ohio, 45242 (the "Company") and Partner (the "Referrer") - the individual mentioned above.

1. Purpose
1.1. The purpose of this Agreement is to establish a referral relationship between the Referrer and the Company, under which the Referrer will refer potential clients to the Company and the Company will compensate the Referrer for such referrals.


2. Definition
2.1. For purposes of this Agreement, a “Referral” shall mean a warm introduction that is directly made via phone, email, LinkedIn, or SMS.
2.2. Definition of Referral. For purposes of this Agreement, a “Referral” shall mean a company that is introduced to Company through the Referrer.

3. Compensation
3.1. Company agrees to pay the Referrer a commission of 10% of the total compensation Company generates from a relationship for the lifetime of the agreement. For example, if Company generates US$10,000 per month in revenue, then the referrer would make US$1000 per month.
3.2. Company will pay commissions to the Referrer by the 10th of the calendar month. Commission will be calculated on funds received at least 1 month prior to the commission payment date.
3.3. Company reserves the right, in its sole discretion, to decline to accept any appointment and to discontinue providing services to a client referred by Referrer without prior notice to the Referrer.

4. Term
4.1. Term. This Agreement shall commence on the date first above written and shall continue until terminated via written notice by either party.
4.2. Any referrals by Referrer prior to the execution of this Agreement shall fall under the same terms and conditions as this Agreement sets out.
4.3. Any ongoing commissions owed at the time of termination of this agreement will continue to be paid for the lifetime of the relationship between Company and any clients referred to by Referrer.

5. Confidentiality
5.1. The Referrer agrees to hold all information provided by the Company in confidence and to use such information solely for the purpose of generating and fulfilling referrals.

6. Representation and Warranties
6.1. The Referrer represents and warrants that (i) it has the right to enter into this Agreement and to make Referrals hereunder, (ii) it has not entered into any agreement that would prevent it from making Referrals to the Company, and (iii) it will not make any Referrals that would violate any laws or regulations.

7. Indemnification
7.1 The Company shall defend, indemnify and hold harmless the Referrer from and against any loss, liability, claim or damage (including reasonable attorneys’ fees and costs) relating to or arising from a breach of this Agreement by the Company.
7.2 The Referrer shall defend, indemnify and hold harmless the Company, its officers, directors, members, employees and agents from and against any loss, liability, claim or damage (including reasonable attorneys’ fees and costs) relating to or arising from (i) any claim or allegation in connection with the marketing of the Services by the Referrer and (ii) a breach of this Agreement by the Referrer.
7.3 The foregoing indemnities are conditioned on (i) prompt written notice by the party seeking indemnification; (ii) cooperation in the defense of the claim, demand or action; and (iii) the obtaining of the prior written approval of the indemnifying party of any settlement or offer of settlement.

8. Limitation of Liability
8.1. Neither party shall be liable to the other for any indirect, special, incidental, or consequential damages, including but not limited to lost profits, arising out of this Agreement.

9. Assignment
9.1. Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

10. Governing Law
10.1.This Agreement shall be governed by the laws of Delaware and shall be binding upon the parties and their respective successors and assigns.

11. Limitation of Liability
11.1. Neither party shall be liable to the other for any indirect, special, incidental, or consequential damages, including but not limited to lost profits, arising out of this Agreement.

12.Dispute Resolution
12.1. Any dispute arising out of or related to this Agreement shall be resolved through arbitration in accordance with the American Arbitration Association rules.

13. Amendment
13.1. This Agreement may be amended only by a written instrument executed by both parties.